证券代码：603717 证券简称：天域生物 公告编号：2025-070 天域生物科技股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东会网络投票系统 ? 股东大会召开日期：2025年9月11日 ? 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 一、 召开会议的基本情况 (一)股东大会类型和届次 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 9 月 11 日 14 点 00 分 召开地点：上海市杨浦区国权北路 1688 号湾谷科技园 C4 幢二层 网络投票起止时间：自2025 年 9 月 11 日 至2025 年 9 月 11 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，1 ...

一、监事会会议召开情况 天域生物科技股份有限公司（以下简称"公司"）第四届监事会第三十六次 会议（以下简称"本次会议"）通知于 2025 年 08 月 19 日以电子邮件方式发出， 本次会议于 2025 年 08 月 25 日下午 14:00 以现场结合远程通讯的方式召开。本 次会议应到监事 3 人，实到监事 3 人。本次会议由公司监事会主席汪陈林先生主 持。 本次会议的通知、召开、表决程序符合《中华人民共和国公司法》、《公司 章程》和《监事会议事规则》等相关规定，会议形成的决议合法、有效。 二、监事会会议审议情况 证券代码：603717 证券简称：天域生物 公告编号：2025-062 天域生物科技股份有限公司 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 表决结果：3 票同意，0 票反对，0 票弃权。 本次发行将全部采用向特定对象发行 A 股股票的方式进行，将在经过上海 证券交易所审核并取得中国证监会同意注册的批复有效期内选择适当时机向特 定对象发行。 本次会议审议并通过了如下议案： （一）《关于公司符合向特定对象发行 A ...

Core Viewpoint - The board of Jiangsu Panya Micro透 Technology Co., Ltd. has approved several key resolutions during its eighth meeting, including the approval of the 2025 semi-annual report, providing guarantees for a subsidiary, and plans for a private placement of A-shares to raise funds for technological innovation projects [1][2][3][4][5][6][10]. Group 1: Financial Reports and Guarantees - The board approved the 2025 semi-annual report with unanimous support from all attending directors [1]. - The company plans to provide a guarantee of up to RMB 200 million for its subsidiary, Changzhou Lingtian Da New Energy Technology Co., Ltd., to support its operational funding needs [2]. - The board also approved a capital increase and share transfer for its wholly-owned subsidiary, Changzhou Panya Anjie Medical Equipment Technology Co., Ltd., involving an investment of RMB 2.143 million [2][3]. Group 2: Corporate Governance Changes - The board approved the cancellation of the supervisory board and the revision of the company's articles of association, transferring the supervisory responsibilities to the audit committee of the board [3][4]. - The company is revising its governance systems to align with the latest legal and regulatory requirements [5]. Group 3: A-Share Issuance Plans - The board confirmed that the company meets the conditions for issuing A-shares to specific investors, with plans to raise up to RMB 698.51 million [6][10]. - The issuance will involve no more than 27.3 million shares, representing up to 30% of the company's total share capital prior to the issuance [9][10]. - The funds raised will primarily be allocated to the industrialization project of low-dielectric-loss FCCL flexible copper-clad laminates for 6G communications [10]. Group 4: Shareholder Returns and Future Plans - The company has established a three-year dividend return plan for 2025-2027 to enhance profit distribution transparency and protect shareholder rights [16]. - The board has proposed to authorize the board of directors to handle all matters related to the A-share issuance, with the authorization valid for 12 months [17]. Group 5: Related Party Transactions - The company plans to engage in related party transactions for leasing or purchasing assets from a subsidiary to support its fundraising projects, ensuring fair pricing based on market evaluations [18][19].

Core Points - The company held its 8th meeting of the 4th Supervisory Board on August 26, 2024, where several key resolutions were passed regarding the company's operations and financial strategies [1][2][3] Financial Reporting - The Supervisory Board approved the 2025 semi-annual report, confirming that the report's preparation and review complied with relevant laws and regulations, and accurately reflected the company's financial status and operational results [1][2] - The report was deemed to contain no false records, misleading statements, or significant omissions, with all members of the Supervisory Board taking legal responsibility for its accuracy [1] Corporate Actions - The company approved a proposal to provide guarantees for its controlling subsidiary to meet its operational funding needs, with the Supervisory Board affirming that this would not pose significant financial risks [2] - A resolution was passed to increase capital and introduce strategic investors for the subsidiary, aiming to enhance its long-term development and optimize its capital structure [2][3] Governance Changes - The company decided to abolish the Supervisory Board and amend its Articles of Association, transferring the Supervisory Board's powers to the Audit Committee of the Board of Directors [3][4] Stock Issuance - The company confirmed its eligibility to issue A-shares to specific investors, with a proposal for the issuance to be submitted for approval at the upcoming shareholders' meeting [4][5] - The planned issuance will involve up to 27,300,000 shares, representing no more than 30% of the company's total share capital prior to the issuance [7][8] - The issuance price will be set at no less than 80% of the average trading price over the 20 trading days preceding the pricing date [6][7] Fund Utilization - The total amount to be raised from the issuance is capped at 698.51 million yuan, with the net proceeds allocated to a project focused on the industrialization of low-dielectric-loss flexible copper-clad laminates for 6G communications [8][9] - The company may initially use self-raised funds for the project before the issuance proceeds are available, with plans to replace these funds once the proceeds are received [9] Shareholder Returns - A three-year dividend return plan was approved, aimed at enhancing the transparency and sustainability of the company's profit distribution policy [13][14] - The company will establish a special account for the raised funds, ensuring regulatory compliance and proper oversight of fund usage [14][15]

Meeting Information - The company will hold its fourth extraordinary general meeting of shareholders on September 12, 2025, at 14:30 [1] - Shareholders can vote through both on-site and online methods on the same day [1] - The online voting time is from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 [1] Shareholder Eligibility - All shareholders registered by the close of business on September 8, 2025, are entitled to attend the meeting and vote [2] - Shareholders can appoint proxies to attend and vote on their behalf [2] Agenda Items - Proposals include changes to registered capital, cancellation of the supervisory board, and amendments to the company's articles of association [3][10] - The company plans to issue A-shares to specific investors and has outlined several related proposals, including a feasibility analysis and a profit distribution plan [3][10] - A three-year shareholder return plan for 2025-2027 is also on the agenda [4][10] Voting Procedures - Shareholders must choose between on-site and online voting, with the first vote counted in case of duplicate submissions [5][6] - Detailed voting procedures for both methods are provided, including the need for identity verification for online voting [7] Proxy Voting - A proxy authorization form is available for shareholders who wish to delegate their voting rights [8][11] - The proxy can exercise discretion if specific voting instructions are not provided [8]

Group 1 - The core point of the news is that Guotai Junan Securities Co., Ltd. has been appointed as the sponsor for Shenzhen Zhongke Feice Technology Co., Ltd.'s issuance of A-shares to specific investors in 2024 [1][2] - The designated representatives for this project are Tian Fangjun and Ying Jia, both of whom have extensive experience in IPO projects [2][3] - The company is listed on the Shanghai Stock Exchange with the stock code 688361 and was officially listed on May 19, 2023 [4] Group 2 - Shenzhen Zhongke Feice Technology Co., Ltd. has a total share capital of 321,591,809 shares [4] - The company operates in the field of automation equipment, electromechanical automation equipment, optoelectronic instruments, and related technical consulting and maintenance services [4] - The company reported a net profit of -1,835.43 million yuan for the first half of 2025, indicating a significant loss [5][6] Group 3 - The financial data shows that the total assets of the company are 494,458.24 million yuan, with total liabilities of 242,062.23 million yuan, resulting in a total equity of 252,396.01 million yuan [5] - The company has a cash flow from operating activities of -31,270.10 million yuan for the first half of 2025, indicating cash flow challenges [5] - The company’s debt-to-asset ratio is reported at 48.96%, reflecting its financial leverage [5]

Group 1 - The core opinion of the article is that the legal opinion letter confirms the legality and validity of the procedures, qualifications, and voting results of the 2025 Second Extraordinary General Meeting of Jiangsu Suyuan Jingshen Co., Ltd [1][16] Group 2 - The meeting was convened by the company's board of directors, with a notice published on August 9, 2025, detailing the meeting's time, location, and voting procedures [2][3] - A total of 630 shareholders and their proxies attended the meeting, representing 598,790,101 shares, which is 76.6051% of the total shares [3][4] - The meeting was presided over by the chairman, Mr. Wu Xufeng, and the procedures followed legal and regulatory requirements [3][16] Group 3 - The voting process combined on-site and online voting, with results confirmed by the Shanghai Stock Exchange's information network [5][16] - Various proposals were voted on, including the issuance of A-shares to specific targets, with significant support from shareholders [6][11] - The voting results showed a high level of agreement on the proposals, with approval rates generally above 90% for most resolutions [7][10][15]

证券日报网讯8月25日晚间，正裕工业（603089）发布公告称，公司将于2025年9月12日召开2025年第二 次临时股东大会。本次股东大会将审议《关于公司符合向特定对象发行A股股票条件的议案》《关于公 司2025年度向特定对象发行A股股票方案的议案》等多项议案。 ...

Group 1 - The company held its 16th meeting of the 4th Board of Directors, where all 9 directors attended, and the meeting complied with relevant laws and regulations [1] - The Board approved the proposal for the company to issue A-shares to specific targets, which will be submitted to the shareholders' meeting for further review [2][3] - The issuance will consist of 30,000,000 A-shares, with a subscription price set at RMB 10.87 per share, which is not lower than 80% of the average trading price over the previous 20 trading days [3][4] Group 2 - The total expected fundraising amount from this issuance is not to exceed RMB 326.1 million, which will be used to supplement the company's working capital [5][8] - The shares issued will be subject to a 36-month lock-up period for the subscribers, and the final number of shares will be determined after regulatory approvals [4][5] - The company has committed to measures to mitigate the dilution of immediate returns resulting from this issuance, with relevant stakeholders making commitments to ensure these measures are implemented [9][12] Group 3 - The company will not be required to prepare a report on the use of previous fundraising as it has not raised funds through similar means in the last five accounting years [10] - The issuance involves related party transactions, which comply with principles of openness, fairness, and justice, ensuring no harm to the interests of minority shareholders [11] - The company plans to seek shareholder approval to exempt the subscribers from making a mandatory tender offer due to the expected increase in their shareholding [13][14]

Core Viewpoint - The announcement discusses the impact of issuing A-shares to specific investors on the company's immediate returns and outlines measures to mitigate the dilution effect on shareholders [1][4]. Financial Impact of the Issuance - The total number of shares before the issuance is 19,440,770, and after the issuance, it will increase to 22,440,770 [2][4]. - The total amount raised from the issuance is estimated at 326.1 million yuan [2]. - Under three scenarios for 2025 net profit (flat, 20% increase, and 20% decrease compared to 2024), the basic and diluted earnings per share (EPS) are projected to decrease from 0.55 yuan to 0.52 yuan in the flat scenario [3][4]. Necessity and Rationality of the Issuance - The issuance aligns with industry trends and the company's future development plans, enhancing financial strength and profitability [5]. - It aims to optimize the capital structure and strengthen the company's position in the industry [5]. Relationship of Fundraising Projects to Existing Business - The funds raised will be used to supplement working capital without changing the company's main business [6]. - This will improve asset scale and operational capacity while reducing the debt ratio [6]. Measures to Mitigate Dilution of Immediate Returns - The company will implement strict management of the raised funds to ensure they are used legally and effectively [7]. - It will enhance operational management and internal controls to improve efficiency and profitability [7]. - A stable profit distribution policy will be established to strengthen investor return mechanisms [7]. Commitments from Major Stakeholders - The controlling shareholders and management have committed to not interfere with company operations and to uphold shareholder interests [8][9]. - They will ensure compliance with regulations regarding return measures and are willing to compensate for any losses incurred due to breaches of these commitments [9][10].